ALASKA AIR GROUP, INC. (NYSE:ALK) Files An 8-K Completion of Acquisition or Disposition of Assets
Item 2.01 Completion of Acquisition or Disposition of Assets
Inc., a Delaware corporation (Air Group or the Company), Virgin
America Inc., a Delaware corporation, (Virgin America), and
Alpine Acquisition Corp., a Delaware corporation and wholly owned
subsidiary of Air Group (Merger Sub), entered into an Agreement
and Plan of Merger (the Merger Agreement). On December 14, 2016,
to the terms of the Merger Agreement, Merger Sub merged with and
into Virgin America (the Merger), with Virgin America surviving
the Merger as a direct wholly owned subsidiary of Air Group.
share of voting common stock of Virgin America (the Voting Common
Stock) and each share of non-voting common stock of Virgin
America (the Non-Voting Common Stock and, together with the
Voting Common Stock, the Virgin America Common Stock, and shares
of Virgin America Common Stock are hereinafter referred to as the
Shares) issued and outstanding immediately prior to the Effective
Time (other than Shares held by Virgin America, or Air Group or
its subsidiaries, including Merger Sub) were converted into a
right to receive $57.00 per share in cash, without interest (the
Merger Consideration). The Shares will no longer be listed on the
NASDAQ Global Select Market.
unexercised option to purchase Shares (Option), whether or not
then exercisable or vested, vested and was canceled and, in
exchange therefor, each holder of any such Option became entitled
to receive an amount in cash equal to the product of (A) the
total number of Shares subject to such Option and (B) the excess,
if any, of the Merger Consideration over the exercise price per
Share of such Option; (ii) each outstanding award of Virgin
America restricted stock units vested, became free of any
restrictions and was canceled in exchange for the right to
receive a cash payment equal to the Merger Consideration for each
unit subject to the award; and (iii) each outstanding award of
Virgin America Common Stock that was subject to restrictions
based on performance or continuing service (the RSAs) vested
(treating for this purpose any performance-based vesting
condition to which such RSA is subject as having been attained at
maximum level), became free of any restrictions and was converted
into the right to receive payment of the Merger Consideration. In
each case, such payments were made without interest and subject
to deduction for any required tax withholdings.
holders of Virgin America by Air Group to acquire Virgin America
was approximately $2.6 billion, without giving effect to related
transaction fees and expenses.
$2 billion of secured debt financing provided by multiple
lenders. Approximately $1.6 billion of the loans are secured by a
total of 56 of Air Group’s aircraft, including 37 B737-900ER
aircraft and 19 737-800 aircraft. The remainder is secured by Air
Group’s interest in certain aircraft purchase agreements.
and chief financial officer of Virgin America, Peter Hunt,
assumed the role of president and chief operating officer of the
surviving wholly owned subsidiary of Air Group.
not purport to be complete and is qualified in its entirety by
reference to the Merger Agreement, which was attached as Exhibit
2.1 to Air Group’s Current Report on Form 8-K filed on April 4,
2016 and is incorporated herein by reference.
the closing of the Merger. A copy of the press release is
attached hereto as Exhibit 99.1.
are not included in this Current Report on Form 8-K. Such
financial statements will be filed no later than 71 calendar days
after the date that this Current Report on Form 8-K is required
to be filed.
is not included in this Current Report on Form 8-K. Such pro
forma financial information will be filed no later than 71
calendar days after the date that this Current Report on Form 8-K
is required to be filed.
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Exhibit 2.1*
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Agreement and Plan of Merger, dated as of April 1, 2016
between Virgin America Inc., Alaska Air Group, Inc., and Alpine Acquisition Corp. (incorporated by reference to Exhibit 2.1 to Air Groups Current Report on Form 8-K filed on April 4, 2016). |
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Exhibit 99.1
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Press Release dated December 14, 2016 titled “Alaska Air
Group closes acquisition of Virgin America, becomes the 5th largest U.S. airline” |
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* The schedules to the Merger Agreement have been omitted
to Item 601(b)(2) of Regulation S-K. Air Group hereby agrees to furnish supplementally a copy of any omitted schedule to the SEC upon request. |
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About ALASKA AIR GROUP, INC. (NYSE:ALK)
Alaska Air Group, Inc. is the holding company of Alaska Airlines (Alaska) and Horizon Air (Horizon). The Company operates through three segments: Alaska Mainline, Alaska Regional and Horizon. Its Alaska Mainline segment operates the Boeing 737 part of Alaska’s business. It offers north/south service within the western United States, Canada, Mexico and Costa Rica, as well as passenger and dedicated cargo services to and within the state of Alaska. It also provides long-haul east/west service to Hawaii and cities in the mid-continental and eastern United States from Seattle. Its regional operations consist of flights operated by Horizon, SkyWest Airlines, Inc. and Peninsula Airways, Inc. The regional fleet operated by SkyWest consists of over eight CRJ 700 aircraft and approximately five E175 aircraft. Its Horizon segment operates regional aircraft. Horizon operates a fleet of turboprop aircraft. Horizon’s operating fleet consists of approximately 50 Bombardier Q400 turboprop aircraft. ALASKA AIR GROUP, INC. (NYSE:ALK) Recent Trading Information
ALASKA AIR GROUP, INC. (NYSE:ALK) closed its last trading session up +0.29 at 87.16 with 1,249,877 shares trading hands.
